UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.02. Unregistered Sales of Equity Securities.
On July 3, 2023, Phoenix Biotech Sponsor LLC (the “Sponsor”) delivered notice of conversion of an aggregate of 4,596,250 shares of Class A common stock of the Phoenix Biotech Acquisition Corp. (the “Company”), par value $0.0001 per share (the “Class A Shares”), into an equal number of shares of the Company’s Class B common stock of the Company, par value $0.0001 per share (the “Class B Shares”), held thereby (the “Conversion”). The 4,596,250 Class A Shares, representing approximately 67.9% of the total issued and outstanding Class A Shares after the Conversion, issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Shares before the Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as further described in the proxy statement/prospectus on Form S-4 filed with the Securities and Exchange Commission on June 7, 2023.
The issuance of the Class A Shares is pursuant to the exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended.
Item 8.01. Other Events.
On July 3, 2023, the Company determined to postpone the Company’s special meeting of its stockholders (the “Special Meeting”), originally scheduled to be held on July 5, 2023, to allow additional time for the Company to engage with its stockholders and solicit redemption reversals.
The Special Meeting will now be held on Friday, July 7, 2023 at 11:00 a.m. Eastern time. There is no change to the location or the record date of the Special Meeting. The live webcast for the Special Meeting will be available by visiting www.cstproxy.com/phoenixbiotech/2023.
On July 3, 2023, the Company filed a supplement (the “Proxy Supplement”) to its proxy statement dated June 15, 2023 in connection with the Special Meeting. The Proxy Supplement announces a change in the terms of the funds to be deposited into the Company’s trust account in connection with each one-month extension. The Sponsor has decided to cause to be deposited into the trust account in connection with each one-month extension $0.03 for each public share that is not redeemed in connection with the Special Meeting, for an aggregate deposit of up to $0.18 for each public share that is not redeemed in connection with the Special Meeting.
Stockholders who have previously submitted shares for redemption or who have voted by proxy do not need to do anything prior to the Special Meeting unless they change their decision as to redemption or voting.
A copy of the Proxy Supplement is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
This Current Report on Form 8-K is for informational purposes only and shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| No. | Name | |
| 99.1 | Proxy Supplement, dated July 3, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PHOENIX BIOTECH ACQUISITION CORP. | ||
| By: | /s/ Chris Ehrlich | |
| Name: | Chris Ehrlich | |
| Title: | Chief Executive Officer | |
Dated: July 3, 2023
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Exhibit 99.1
PHOENIX
BIOTECH ACQUISITION CORP.
2201 Broadway, Suite 705
Oakland, CA 94612
SUPPLEMENT TO
PROXY STATEMENT DATED JUNE 15, 2023
FOR THE SPECIAL MEETING
OF THE STOCKHOLDERS OF
PHOENIX BIOTECH ACQUISITION CORP.
Dear Phoenix Biotech Acquisition Corp. stockholder:
You have previously received definitive proxy materials dated June 15, 2023 (the “Proxy Statement”) in connection with the special meeting of the stockholders of Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”, “we”, “us” or “our”), to be held virtually on July 5, 2023, at 11:00 a.m. Eastern Time, via live webcast at www.cstproxy.com/phoenixbiotech/2023 (the “Special Meeting”), or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. The purpose of this document (the “Proxy Supplement”) is to supplement the Proxy Statement with certain new and/or revised information as follows:
Change in Terms for Extension. Phoenix Biotech Sponsor LLC (the “Sponsor”) has decided to cause to be deposited into the trust account in connection with each one-month extension $0.03 for each public share that is not redeemed in connection with the Special Meeting, for an aggregate deposit of up to $0.18 for each public share that is not redeemed in connection with the Special Meeting.
Postponement of Special Meeting and Extension of Redemption Deadline. Due to the changes described above, the Company has decided to postpone the Special Meeting to July 7, 2023 at 11:00 a.m. Eastern time. Shareholders will have until July 6, 2023 (the business day prior to the meeting) to submit a proxy or to revoke a previously-given proxy.
The deadline for redemption of public shares has been extended to 5:00 p.m. Eastern time on July 5, 2023 (two business days prior to the meeting date).
Redemption requests may be withdrawn until July 7, 2023 at 11:00 a.m. Eastern Time (the meeting time).
The disclosures in this proxy supplement should be read in conjunction with, the disclosures contained in the Proxy Statement, which in turn should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Proxy Statement, the information set forth herein shall supersede or supplement the information in the Proxy Statement. Terms used herein, unless otherwise defined, have the meanings set forth in the Proxy Statement.
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Charter Amendment Proposal or Trust Amendment Proposal. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Participants in the Solicitation
The Company, its directors and certain of its respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the Extension. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Additional information regarding the persons who may, under the rules of the Securities and Exchange Commission (“SEC”), be deemed participants in the proxy solicitation of the shareholders of the Company and a description of their direct and indirect interests are contained in the Proxy Statement.
Additional Information and Where To Find It
On June 15, 2023, the Company filed the Proxy Statement with the SEC in connection with its solicitation of proxies for the Shareholder Meeting. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the Definitive Proxy Statement (including any amendments or supplements thereto) and other documents filed with the SEC through the web site maintained by the SEC at www.sec.gov or by directing a request to: Phoenix Biotech Acquisition Corp. at 2201 Broadway, Suite 705, Oakland, CA 94612.
Cautionary Statement Regarding Forward Looking Statements
This communication includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the date of the Special Meeting. These statements are based on current expectations on the date of this communication and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
Except as set forth herein, all other information in the Proxy Statement remains unchanged. If you have previously-submitted a proxy or tendered your shares for redemption in accordance with the procedures set forth in the Proxy Statement and you do not wish to make any changes, you do not need to do anything further.
This Proxy Supplement is dated July 3, 2023